LICENSE AGREEMENT



THIS  AGREEMENT made and effective as of the date of last  signing
(herein  the  "Effective  Date") by and  between  SYNTHETIC  BLOOD
INTERNATIONAL, INC., having a principal place of business at  3189
Airway  Avenue,  Building  C, Costa Mesa,  CA  92626  (hereinafter
"Company"),   and  CHILDREN'S  HOSPITAL  RESEARCH  FOUNDATION   an
operating   division   of  Children's  Hospital   Medical   Center
(hereinafter "CHRF"), having a principal place of business at 3333
Burnet Avenue, Cincinnati, Ohio 452293039, USA.

INTRODUCTION

1.   WHEREAS, CHRF has developed and is continuing research in the
     area  of  Technology, as  defined in Article  1.  1  of  this
     Agreement, and

2.    WHEREAS, Company desires to obtain certain rights in and  to
the  Technology; and

3.   WHEREAS, Company has represented to CHRF, to induce  CHRF  to
     enter  into  this  Agreement, that Company  has  the  desire,
     expertise      and knowledge to develop, produce, market  and
     sell Products and/or to us Processes and that it shall commit
     itself  to  a  thorough,  vigorous and  diligent  program  of
     exploratory the Technology such that public utilization shall
     result therefrom; and

4.   WHEREAS,  Company and CHRF mutually desire  to  formalize  an
     agreement  which  delineates  their  respective  rights   and
     obligations with respect to the Technology, and

5.   WHEREAS, CHRF is the lawful owner of the Technology and Know-
     how  and  has  the  right to grant the  license  as  provided
     herein.

NOW,  THEREFORE,  in  consideration of the  mutual  covenants  and
promises  contained in this Agreement and other good and  valuable
consideration, CHRF and Company agree as follows:

                      ARTICLE 1 - DEFINITIONS

In  the  terms defined and used herein, the singular shall include
the  plural  and vice versa. Terms in this Agreement  (other  than
names  of  parties and Article headings) which are  set  forth  in
upper case letters have the meanings established for such terms in
the succeeding paragraphs of this Article 1.

                               E-43
<PAGE>

1.1  "Affiliate" means any company, corporation or business  which
     is  at least fifty percent owned or controlled by Company, or
     which owns or controls at least fifty percent of Company,  or
     which  together with Company is commonly owned or  controlled
     by  a third party who owns or controls at least fifty percent
     of each

1.2  "Effective  Date" of this Agreement means the  date  of  last
     signing.

1.3   "Field"  means the continuous monitoring  of  blood  glucose
levels in diabetes.

1.4  "Government" means the United States Government.

1.5  "Know-how"  means the data and information  embodied  in  the
     Technology.

1.6  "Improvement"  means  any  modification  of  Product   and/or
     Process made within the Term of this Agreement in the  course
     of research supported by Company hereunder.

1.7  "Patents" means any and all patent applications filed in  any
     country  of  the world by or on behalf of CHRF  claiming  the
     Technology  and/or  any  patents maturing  from  such  patent
     applications,  specifically including United  States  Patents
     No.  4,458,686 entitled "Cutaneous Methods of Measuring  Body
     Substances"  and  No.  4,680,268 and  divisional  patent  No.
     4,721,677 both entitled "Implantable Gas-Containing Biosensor
     and  Method  for  Measuring an Analyte Such as  Glucose"  and
     corresponding  foreign patents No. 0215678 for the  countries
     of  Austria,  Belgium, Switzerland, France,  United  Kingdom,
     Italy;  No. 1,284,454 for Canada; No. P3687871.5 for  Germany
     and  No.  2638593  for  Japan,  Luxembourg,  Netherlands  and
     Sweden.

1.8  "Process"   means  any  and  all  processes   embodying   the
     Technology, Know-how and/or the Patents.

1.9  "Product"   means   any  and  all  products   embodying   the
     Technology, Know-how and/or the Patents.

1.10 "Technology" means Implantable glucose biosensor of  CHRF  as
     described   and  claimed  in  the  Patents;  and  Improvement
     thereto.

1.11 "Term"  means the period beginning on the Effective Date  and
     extending to the expiration of the last to expire Patent,  or
     for Fifteen (15) years, whichever is longer.

1.12 "Territory" means the world.

                               E-44
<PAGE>


                        ARTICLE 2 - LICENSE

2.1  CHRF  hereby  grants  and  agrees  to  grant  to  Company  an
     exclusive, license within the  Territory, only in the  Field,
     to  make, have made, use, distribute and market Products  and
     practice  the  Processes under the Technology,  the  Know-how
     and/or the Patents.

2.2  The  exclusive license specified in Paragraph 2.1 is  subject
     to  the  rights of CHRF to utilize the Technology, the  Know-
     how,  the Processes and/or the Patents for the non-commercial
     research purposes of CHRF.

2.3  The  exclusive  license specified in  Paragraph  2.1  may  be
     subject   to  certain  rights  of  the  Government   if   the
     Technology, the Know-how, and/or the Patents were created  or
     invented   in the course of Government-funded research.  Such
     rights  may  include, for example, a royalty-free license  to
     the  Government and the requirement that any Product produced
     for   sale   in   the  United  States  will  be  manufactured
     substantially in the United States.


                     ARTICLE 3 - DUE DILIGENCE

3.1  Company  shall  use  its best efforts to bring  one  or  more
     Products  or  Processes to market through thorough,  vigorous
     and  diligent programs of research, development, testing  and
     marketing of the Technology and to continue active,  diligent
     marketing  efforts  for  one or more  Products  or  Processes
     throughout the life of this Agreement.

3.2  Company's failure to perform in accordance with any  and  all
     portions of Paragraphs 3.1 above shall be grounds for CHRF to
     terminate this agreement pursuant to Article 10.


               ARTICLE 4 - PATENTS AND PATENT COSTS

4.1  CHRF  shall retain title to the Technology, the Know-how  and
     the Patents.

4.2  CHRF  shall maintain Patents in the United States and in  all
     foreign countries designated within Paragraph 1.7 herein.

4.3  Company  agrees  promptly to reimburse CHRF for  its  outside
     legal costs incurred under Paragraph 4.2.

4.4  Failure  of  Company  to  pay  the  amounts  required   under
     Paragraph  4.3 within thirty (30) days of the  receipt  of  a
     written statement will be a breach of this Agreement.


                               E-45
<PAGE>

                       ARTICLE 5 - PAYMENTS

5.1  Upon execution of this Agreement, Company shall pay to CHRF a
     license fee ("License Fee") of thirty six thousand sixty  two
     dollars and thirteen cents ($36,062.13) within thirty days (30)
     days of the Effective Date.

5.2  Company  agrees to pay CHRF for all future patent maintenance
     and  legal  fees associated  with the Patents  within  thirty
     (30) days of receipt of invoice from CHRF.

5.3  In  addition,  Company agrees to issue to CHRF within  thirty
     (30)  days  of the Effective Date, a certificate for  fifteen
     thousand  (15,000) shares of duly authorized common stock  of
     Company,  subject  to  CHRF's due diligence  of  Company  and
     agreement on the value of said shares.

                     ARTICLE 6 - INFRINGEMENT

6.1  Each  party  shall promptly report in writing  to  the  other
     party  during the Term of this Agreement any infringement  or
     suspected infringement of any patent, or unauthorized use  or
     misappropriation  of the Technology or Know-how  by  a  third
     party  of which it becomes aware, and shall provide the other
     party   with   all   available   evidence   supporting   said
     infringement, suspected infringement, suspected  infringement
     or unauthorized use or misappropriation.

6.2  Except  as provided in Paragraph 6.3, Company shall have  the
     right  to  initiate an infringement suit or other appropriate
     action  against any third party who at any time has infringed
     or  is suspected of infringing any of the Patents or of using
     without  proper  authorization all  or  any  portion  of  the
     Technology  or  Know-how. Company shall give CHRF  sufficient
     advance written notice of its intent to initiate such  action
     and  the  reasons therefor, and shall provide  CHRF  with  an
     opportunity  to make suggestions and comments regarding  such
     action.  Company  shall keep CHRF promptly  informed  of  the
     status  of any such action. Company shall have the  sole  and
     exclusive  right  to select counsel for  and  shall  pay  all
     expenses   of  such  action.  CHRF  shall  offer   reasonable
     assistance to Company in connection there-with at  no  charge
     to  Company  except  for reimbursement of reasonable  out-of-
     pocket  expenses. Company may settle any such action  without
     prior  approval of CHRF. CHRF shall receive ten percent (10%)
     of   all  damages,  profits  or  awards  of  whatever  nature
     recovered from such action under this Agreement after Company
     has been compensated for its costs in handling such action.

                               E-46
<PAGE>

6.3  In  the event that Company does not within six (6) months (a)
     secure  cessation  of the infringement,  or  (b)  enter  suit
     against  the infringer, CHRF shall thereafter have the  right
     but not the obligation to convert Company's exclusive license
     hereunder  to a non-exclusive license and/or to  take  action
     against  the  infringer at CHRF's own expense. Company  shall
     offer  reasonable assistance to CHRF in connection with  such
     action  at no charge to CHRF except for the reimbursement  of
     reasonable  out-of-pocket expenses. Any damages,  profits  or
     awards  of  whatever nature recovered from such action  shall
     belong solely to CHRF.

                  ARTICLE 7 - WARRANTY DISCLAIMER

7.1  Nothing in this Agreement shall be construed as:

(a)  A  warranty  or representation by CHRF as to the validity  or
     scope of any Patent;

(b)  A  warranty or representation that anything made, used,  sold
     or  otherwise disposed of under any license granted  in  this
     Agreement  is or will be free from infringement  of  patents,
     copyrights and/or trademarks of third parties;

(c)  An  obligation of CHRF to bring or prosecute actions or suits
     against third parties for infringement;

(d)  Conferring  rights  to  use  in  advertising,  publicity   or
     otherwise any trademark or the name of CHRF or the Children's
     Hospital Medical Center of Cincinnati, Ohio; or

(e)  Granting  by implication, estoppel or otherwise any  licenses
     under  patents  of  CHRF  other than Patents,  regardless  of
     whether such other patents are dominant of or subordinate  to
     any Patent.

7.2  Except  as expressly set forth in this Agreement, CHRF  MAKES
     NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER
     EXPRESS  OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATEVER
     WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY COMPANY
     OR ITS VENDEES OR OTHER TRANSFEREES OF PRODUCTS INCORPORATING
     OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT OR
     INFORMATION,  IF  ANY, FURNISHED UNDER THIS  AGREEMENT.  SUCH
     INVENTIONS  AND  INFORMATION  ARE  PROVIDED  AS  IS,  WITHOUT
     WARRANTY  OF  MERCHANTABILITY OR  FITNESS  FOR  A  PARTICULAR
     PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

                               E-47
<PAGE>

                        ARTICLE 8 - NOTICES

8.1  Communications to Company concerning this Agreement should be
     addressed to:

          Synthetic Blood International, Inc.
          3189 Airway Avenue, Building C
          Costa Mesa, CA 92626

          ATTN: Robert W. Nicora
                  President

8.2  Communications  to CHRF concerning this Agreement  should  be
     addressed to:

          Director, Technology Transfer
          Childrens Hospital Research Foundation
          3333 Burnet Avenue
          Cincinnati, Ohio 45229-3039
          Fax: 513/636-8453

          ATTN: Joseph D. Fondacaro, Ph.D.


                      ARTICLE 9 - TERMINATION

9.1  Company may terminate this Agreement at any time by providing
     one (1) year's written notice to CHRF.

9.2  In  the event that Company shall be in default of any of  its
     obligations  hereunder,  CHRF may at  its  sole  option:  (a)
     terminate this Agreement or (b) convert the exclusive license
     hereunder to a non-exclusive license. This option (a) or  (b)
     of  CHRF  shall  be  exercised by written notice  to  Company
     specifying  the  nature of the and shall be effective  thirty
     (30)  days following receipt of said notice by Company unless
     Company  cures said default prior to the expiration  of  said
     period of thirty (30) days.

9.3  Upon  termination of this Agreement or conversion to  a  non-
     exclusive  license as provided under Paragraphs 9.1  or  9.2,
     neither  party shall be relieved of any obligations  incurred
     prior  to such termination or conversion, and the obligations
     of the Parties under Articles 4 and 7 and Paragraphs 10.3 and
     10.4 or any provisions which by their nature are intended  to
     survive any such termination or conversion shall survive  and
     continue to be enforceable.

                               E-48
<PAGE>


                    ARTICLE 10 - MISCELLANEOUS

10.1 Company  agrees to defend CHRF at Company's cost and expense,
     and  will  indemnify and hold harmless CHRF from and  against
     any  and all losses, costs, damages, fees or expenses arising
     out   of   or  in  connection  with  the  manufacture,   use,
     commercialization,  marketing  or  sale  by  Company  of  any
     Product and/or Process hereunder.

10.2       Neither  this  Agreement  nor  any  of  the  rights  or
     obligations hereunder may be assigned by either party without
     the prior written consent of the other party.

10.3 It  is understood that CHRF is subject to United States  laws
     and  regulations  controlling the export of  technical  data,
     computer   software,   laboratory   prototypes   and    other
     commodities,   and   that  its  obligations   hereunder   are
     contingent  on  compliance with all applicable United  States
     export   laws  and  regulations.  The  transfer  of   certain
     technical data and/or commodities may require a license  from
     the  cognizant agency of the United States Government  and/or
     written  assurances by Company that Company shall not  export
     data  or  commodities  to certain foreign  countries  without
     prior  approval  of such agency. CHRF neither represents  nor
     warrants  that a license shall not be required nor  that,  if
     require,   it   shall  be  issued.  In  any  event,   Company
     specifically   agrees  not  to  export   or   re-export   any
     information   and/or  technical  data  and/or   products   in
     violation of any applicable USA laws and/or regulations.

10.4 This Agreement shall be construed under and interpreted under
     the  Laws  of  the State of Ohio, USA, except that  questions
     affecting the construction and effect of any Patent shall  be
     determined  by the national law of the country in  which  the
     Patent has been granted.

10.5 In  the  event that either party is prevented from performing
     or  is  unable to perform any of its obligations  under  this
     Agreement due to any act of God, fire, casualty, flood,  war,
     strike,  lockout,  failure  of public  utilities,  government
     regulation or the like, such party shall give notice  to  the
     other  party in writing promptly, and thereupon the  affected
     party's  performance  shall  be  excused  and  the  time  for
     performance  shall  be extended for the period  of  delay  or
     inability to perform due to such occurrence.

10.6 The  waiver  by  either party of a breach or default  of  any
     provisions  of this Agreement by the other party must  be  in
     written  form  and signed by both parties, and shall  not  be
     construed as a waiver of any succeeding breach of the same or
     any other provision.

10.7 This Agreement contains the full understanding of the parties
     with respect to the subject matter hereof and supersedes  all
     prior understandings and writings relating thereto.

IN  WITNESS WHEREOF, the parties hereto have caused this Agreement
to  be executed by their properly and duly authorized officers  or
representatives as of the date first above written.

                               E-49
<PAGE>


CHILDREN'S HOSPITAL      SYNTHETIC BLOOD
RESEARCH FOUNDATION      INTERNATIONAL, INC.

/s/ Thomas F. Boat                 /s/ Robert W. Nicora
Thomas F. Boat, M.D.               Robert W. Nicora
 Director                          President
     2/27/01                       2/2801
Date                               Date

                               E-50
<PAGE>